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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Caliber System, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
769748104
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(CUSIP Number)
Karl E. May, 1375 E.9th St., Ste. 1700, Cleveland, OH 44114 (216) 621-5300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 5, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 769748104
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons.
Richard A. Chenoweth and G. James Roush, Jr., Voting Trustees of the
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Amended and Restated Roush Voting Trust dated 11/1/92
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34-6582396
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)................................................
(b)..x.............................................
3) SEC Use Only...............................
4) Source of Funds (See Instructions) OO
--
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) N/A
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6) Citizenship or Place of Organization Ohio.
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Number of Shares (7) Sole Voting Power 0
Beneficially Owned -
by Each Reporting (8) Shared Voting Power 6,529,057 as Of 8/1/97
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(9) Sole Dispositive Power G. James Roush Jr., has sole
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dispositive power over 2,000,000 shares and Richard
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A. Chenoweth has sole dispositive power over 0 shares.
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Person With (10) Shared Dispositive Power 0
-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
As of 8/1/97, 6,529,057 shares are owned by the reporting person as Co-Trustees.
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) N/A
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13) Percent of Class Represented by Amount in Row (11) 16.77%
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14) Type of Reporting Person OO
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ITEM 1. SECURITY AND ISSUER
Type and Class of Stock: Common Stock
Issuer: Caliber System, Inc.
(formerly Roadway Services, Inc.)
Address: 3560 W. Market St.
P.O. Box 5459
Akron, OH 44334-0459
2
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ITEM 2. IDENTITY AND BACKGROUND
Name: R.A. Chenoweth and G. James Roush,
Jr., Voting Trustees of the Amended
and Restated Roush Voting Trust dated
11/1/92
State of Organization: Ohio
Principal Business: Inapplicable
Address of Principal Business: Inapplicable
Address of Principal Office: Inapplicable
Mailing Address: c/o Richard A. Chenoweth
Buckingham, Doolittle & Burroughs
50 South Main Street
P.O. Box 1500
Akron, Ohio 44309
The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
The Reporting Person has not, during the past five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares were not purchased by the Voting Trustees. Rather, the
shares are simply held by the Voting Trustees as voting trustees for
various shareholders under the terms and conditions of the Amended and
Restated Roush Voting Trust dated 11/1/92. Such Trust amended and
restated the Amended and Restated Roush Voting Trust dated 9/1/84.
ITEM 4. PURPOSE OF TRANSACTION.
Certain shareholders of the Amended and Restated Roush Voting Trust
dated 11/1/92 (the "Voting Trust") instructed the Voting Trustees to
enter into a Voting Agreement dated October 5, 1997 (the "Voting
Agreement"), between Federal Express Corporation, G. James Roush
("Beneficiary") and Sarah Roush Werner (Beneficiary"), and G. James
Roush
3
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("Trustee") and Richard A. Chenoweth ("Trustee"). Under the Voting
Agreement, each Beneficiary agreed to instruct the Trustees to vote all
of the Voting Trust shares held beneficially for them to approve and
adopt a proposed Agreement and Plan of Merger between Federal Express
Corporation and Caliber Systems, Inc. (the "Merger Agreement"). The
Voting Trust includes 2,000,000 shares which are beneficially owned by
G. James Roush and 2,601,239 shares which are beneficially owned by
Sarah Roush Werner. In addition, Mr. Roush owns 34,233 shares and Mrs.
Werner owns 697,466 shares which are not held in the Voting Trust. Mr.
Roush and Mrs. Werner have agreed to also vote these shares in favor
of the Merger Agreement. If the Merger Agreement is approved by the
shareholders, it will result in Caliber System, Inc. becoming a
subsidiary of Federal Express Corporation and thus result in
a change in control of Caliber System, Inc.
The Voting Trustees do not have any plans or proposals which relate to
or would result in:
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure, including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of 8/1/97, R.A. Chenoweth and G. James Roush, Jr., as
Voting Trustees under the 11/1/92 Voting Trust held 6,529,057
common shares of Caliber System, Inc.
4
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(formerly Roadway Services, Inc.), common stock, representing
16.77% of the outstanding shares of such class.
(b) The persons named in paragraph (a) share voting power as to
the 6,529,057 shares that are in the 11/1/92 Voting Trust as
of 8/1/97.
(c) None.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Voting Agreement dated 10/5/97 requires each Beneficiary to instruct the
Trustees, and the Trustees agree to vote to approve and adopt the Merger
Agreement, and any actions related thereto at any meeting of the stockholders of
Caliber System, Inc., and at any adjournment thereof, at which such Merger
Agreement and other related agreements (or any amended version thereof) or such
other actions are submitted for the consideration and vote of the stockholders
of Caliber System, Inc. in favor of the approval and adoption of the Merger
Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Incorporation by reference is hereby made to a copy of the Amended and Restated
Roush voting Trust Agreement dated 11/1/92 included as Exhibit "2" to Amendment
No. 2 to Schedule 13D filed by the reporting person with the Securities and
Exchange Commission on or about 12/9/92.
Attached hereto as Exhibit "1" is a copy of the Voting Agreement dated 10/5/97.
Attached hereto as Exhibit "2" is a copy of the Power of Attorney of G. James
Roush, Jr.
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
10/15/97
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Date
/s/ Richard A. Chenoweth
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Richard A. Chenoweth
Voting Trustee
*
- ---------------------------------
G. James Roush, Jr.
Voting Trustee
*By: /s/ James D. Kraus
- ---------------------------------
James D. Kraus
Attorney-in-fact
5
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EXHIBIT 1
VOTING AGREEMENT
AGREEMENT, dated as of October 5, 1997 between (i) Federal Express
Corporation, a Delaware corporation ("Buyer"), (ii) G. James Roush and Sarah
Roush Werner (each, with respect to the Free Shares (as defined below), a
"Shareholder", and a "Shareholder Party" and with respect to the Trust Shares
(as defined below), a "Beneficiary"), and (iii) G. James Roush and Richard A.
Chenoweth (each a "Trustee", and together, the "Trustees", in each case together
with any successors in their capacity as trustees under the Trust Agreement (as
defined below)). Capitalized terms used but not separately defined herein shall
have meanings assigned to such terms in the Merger Agreement (as defined below).
WHEREAS, the Beneficiaries and the Trustees, among others, are parties
to an Amended and Restated Voting Trust Agreement effective as of November 1,
1992 (the "Trust Agreement");
WHEREAS, the Beneficiaries beneficially own, and the Shareholder
Parties are record and beneficial owners of, shares of common stock, without par
value, of the Company (the "Shares") and certain of such Shares are subject to
the Trust Agreement;
WHEREAS, in order to induce Buyer to enter into an Agreement and Plan
of Merger, dated as of the date hereof (the "Merger Agreement"), among Buyer,
Caliber System, Inc., an Ohio corporation (the "Company"), Fast Holding, Inc., a
Delaware corporation, Fast Merger Sub Inc., a Delaware corporation, and Tires
Merger Sub Inc., a Delaware corporation, Buyer has
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requested the Beneficiaries, Shareholder and the Trustees, and the
Beneficiaries, Shareholder and the Trustees have agreed, to enter into this
Agreement with respect to the Shares;
NOW, THEREFORE, the parties hereto agree as follows:
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ARTICLE 1
VOTING AGREEMENT
SECTION 1.01. Voting Agreement. (a) Each Beneficiary hereby agrees to
instruct the Trustees in accordance with the Trust Agreement, and each Trustee
hereby agrees, to the extent so instructed in accordance with the Trust
Agreement, to vote any Trust Shares held by them at the time of any vote to
approve and adopt the Merger Agreement (attached as Appendix A hereto), the
Tires Sub Merger and the transactions contemplated by the Merger Agreement and
any actions related thereto at any meeting of the stockholders of the Company,
and at any adjournment thereof, at which such Merger Agreement and other related
agreements (or any amended version thereof), or such other actions, are
submitted for the consideration and vote of the stockholders of the Company (the
"Meeting") in favor of the approval and adoption of the Merger Agreement, the
Tires Sub Merger and the transactions contemplated by the Merger Agreement
(collectively, the "Proposal").
(b) Each Shareholder Party hereby agrees to vote such person's Free
Shares held by them at the time of the Meeting in favor of the Proposal at the
Meeting.
SECTION 1.02. Revocation of Proxy. Each Shareholder Party and Trustee
hereby revokes any and all previous proxies granted with respect to the Shares;
provided, however, that nothing contained herein shall in any way affect the
validity of the Trust Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER PARTIES
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Each Shareholder Party represents and warrants, severally and not
jointly, to Buyer that:
SECTION 2.01. Authorization. Such Shareholder Party has the legal
capacity to execute, deliver and perform this Agreement. This Agreement
constitutes a valid and binding Agreement of such Shareholder Party. If a
Shareholder Party is married and the Shares set forth on Annex A or Annex B
hereto opposite such Shareholder Party's name constitute community property
under applicable laws, this Agreement has been duly authorized, executed and
delivered by, and constitutes the valid and binding agreement of, such
Shareholder Party's spouse. If this Agreement is being executed in a
representative or fiduciary capacity, the Person signing this Agreement has full
power and authority to enter into and perform this Agreement.
SECTION 2.02. Non-Contravention. The execution, delivery and
performance by such Shareholder Party of this Agreement and the consummation of
the transactions contemplated hereby do not and will not (i) result in any
breach or violation of or be in conflict with or constitute a default under any
term of any agreement, law, rule, regulation, judgment, injunction, order,
decree or arrangement to which such Shareholder Party is a party or by which
such Shareholder Party is bound or (ii) require any consent or other action by
any Person under, constitute a default under, or give rise to any right of
termination, cancellation or acceleration or to a loss of any benefit to which
such Shareholder Party is entitled under any provision of any agreement or other
instrument binding on such Shareholder Party.
SECTION 2.03. Ownership of Shares. (a) The Shareholder Party is the
record (except for certain Shares held through revocable trusts) and beneficial
owner of the number of Shares set forth opposite the name of such Shareholder
Party on Annex A hereto (the "Free Shares"), free and clear of any Lien and any
other limitation or restriction. The Shareholder
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Party has sole voting power, sole power of disposition, sole power of
conversion, sole power to demand appraisal rights and sole power to agree to all
of the matters set forth in this Agreement, in each case with respect to all of
the Free Shares with no limitations, qualifications or restrictions on such
rights, subject to applicable securities laws and the terms of this Agreement
and subject, in the case of Shares which constitute community property under
applicable law, to the rights and powers of such Shareholder Party's spouse
under applicable community property laws. None of the Free Shares is subject to
any voting trust or other agreement or arrangement with respect to the voting of
such Shares.
(b) Each Beneficiary is the beneficial holder of the number of Shares
set forth opposite the name of such Beneficiary on Annex B hereto (the "Trust
Shares"), free and clear of any Lien and any other limitation or restriction
other than as set forth in the Trust Agreement. Each Beneficiary has sole power
to issue instructions with respect to the matters set forth in Section 1
hereof, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights and sole power to agree to all of the matters set forth
in this Agreement, in each case with respect to all of the Trust Shares with no
limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement and the Trust
Agreement.
SECTION 2.04. Total Shares. Except for the Free Shares and the Trust
Shares, such Shareholder Party does not own any (i) shares of capital stock or
voting securities of the Company, (ii) securities of the Company convertible
into or exchangeable for shares of capital stock or voting securities of the
Company or (iii) other than any stock option relating to such Shareholder
Party's service as a director of the Company, options or other rights to
acquire from
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the Company any capital stock, voting securities or securities convertible into
or exchangeable for capital stock or voting securities of the Company.
SECTION 2.05. Finder's Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Buyer or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of such Shareholder Party.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF TRUSTEES
Each Trustee represents and warrants, severally and not jointly, to
Buyer that:
SECTION 3.01. Authorization. The execution, delivery and performance by
such Trustee of this Agreement and the consummation of the transactions
contemplated hereby are within the powers of such Trustee and have been duly
authorized by all necessary action on the part of the Trustee. This Agreement
constitutes a valid and binding agreement of the Trustee.
SECTION 3.02. Non-Contravention. The execution, delivery and
performance by Trustee of this Agreement and the consummation of the
transactions contemplated hereby do not and will not (i) violate any applicable
law, rule, regulation, judgment, injunction, order or decree, (ii) require any
consent or other action by any Person under, constitute a default under, or give
rise to any right of termination, cancellation or acceleration or to a loss of
any material benefit to which such Trustee or any Beneficiary is entitled under
any provision of any agreement or other instrument binding on such Trustee or
any Beneficiary or (iii) conflict with or result in a breach of the Trust
Agreement.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Beneficiaries and the Trustees:
SECTION 4.01. Corporate Authorization. The execution, delivery and
performance by Buyer of this Agreement and the consummation by Buyer of the
transactions contemplated hereby are within the corporate powers of Buyer and
have been duly authorized by all necessary corporate action. This Agreement
constitutes a valid and binding agreement of Buyer.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Further Assurances. Buyer, the Shareholder Parties and
the Trustees will execute and deliver, or cause to be executed and delivered,
all further documents and instruments and use their reasonable best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations, to
consummate and make effective the transactions contemplated by this Agreement.
SECTION 5.02. Amendments; Termination. Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate upon the termination of the Merger
Agreement in accordance with its terms.
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SECTION 5.03. Expenses. Any cost and expense incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.04. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto, except that Buyer may transfer
or assign its rights and obligations to any Affiliate of Buyer.
SECTION 5.05. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
SECTION 5.06. Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 5.07. Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.08. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
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SECTION 5.09. Voting Trust Agreement. If any term, provision or
covenant of this Agreement is inconsistent with any provision of the Trust
Agreement, the terms of the Trust Agreement shall prevail.
SECTION 5.10. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including telecopy or similar
writing) and shall be given,
if to any of the Shareholder Parties or the Trustees, to such Person at the
address indicated on the signature pages hereof, in each case,
with a copy to:
Cravath, Swaine & Moore
Worldwide Plaza
New York, NY 10019-7475
Attention: Robert A. Kindler
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if to the Buyer, to:
Federal Express Corporation
1980 Nonconnach Boulevard
Memphis, TN 38132
Fax: (901) 395-5034
Attention: Kenneth R. Masterson
with a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
825 Eighth Avenue
New York, NY 10017
Attention: Dennis S. Hersch
or to such other address or telecopy number such party may hereafter specify
for the purpose by notice to the other parties hereto. Each such notice,
request or other communication shall be effective (a) if given by telecopy,
when such telecopy is transmitted to the telecopy number specified in this
Section and the appropriate telecopy confirmation is received, (b) if by
overnight delivery service with proof of delivery, the next business day or (c)
if given by any other means, when delivered at the address specified in
this Section.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
FEDERAL EXPRESS CORPORATION
By: /s/ Kenneth R. Masterson
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Name: Kenneth R. Masterson
Title: Executive Vice President,
General Counsel and Secretary
G. JAMES ROUSH, as Shareholder and Trustee
By: /s/ G. James Roush
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Name: G. James Roush
Address: c/o John E. Lynch, Jr.
Caliber System, Inc.
3925 Embassy Boulevard
Akron, Ohio 44333
RICHARD A. CHENOWETH, as Trustee
By: /s/ Richard A. Chenoweth
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Name: Richard A. Chenoweth
Address: c/o John E. Lynch, Jr.
Caliber System, Inc.
3925 Embassy Boulevard
Akron, Ohio 44333
SARAH ROUSH WERNER
By: /s/ Sarah Roush Werner
---------------------------------------------------
Name: Sarah Roush Werner
Address: c/o John E. Lynch, Jr.
Caliber System, Inc.
3925 Embassy Boulevard
Akron, Ohio 44333
<PAGE> 17
Annex B
Trust Shares
Beneficiary No. of Shares Owned
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G. James Roush 2,000,000
Sarah Roush Werner 2,601,239
<PAGE> 18
Appendix A
[Merger Agreement]
<PAGE> 19
Annex A
Free Shares
Shareholder No. of Shares Owned
----------- -------------------
G. James Roush 34,237
Sarah Roush Werner 697,466
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Exhibit 2
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned, G. JAMES ROUSH,
JR., hereby constitutes and appoints Richard A. Chenoweth and James D. Kraus,
and each of them, as true and lawful attorney or attorneys-in-fact, with full
power of substitution and revocation, for the undersigned and in the name,
place and stead of the undersigned, in his capacity as a Voting Trustee under
the Amended and Restated Roush Voting Trust dated 9/1/84, and renewals or
extensions thereof, and to execute, on behalf of the undersigned, in the
foregoing capacity, any and all statements or reports under Section 13 of the
Securities Exchange Act of 1934, as amended, with respect to the periodical and
other reports of shares of Roadway Services common stock including, without
limitation, all Schedule 13D or 13G filings, and any and all other documents
that may be required, from time to time, to be filed with the Securities and
Exchange Commission, to execute any and all amendments or supplements to any
such statements or forms, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorney or attorneys-in-fact, and each of them,
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact, or any of
them or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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This Power of Attorney shall remain in effect until revoked in writing by
the undersigned.
Witnesses:
/s/ John M. Glenn /s/ G. James Roush, Jr.
- ---------------------- ---------------------------------------
/s/ Roy E. Griggs G. JAMES ROUSH, JR., Voting Trustee
- ---------------------- Date: February 12, 1992
State of Ohio )
) SS
Summit County )
Before me, a Notary Public in and for said county, personally appeared the
above-named G. JAMES ROUSH, JR., Voting Trustee, who acknowledged that he did
sign the foregoing instrument and that the same is his free act and deed
individually and as Voting Trustee.
In testimony whereof, I have hereunder subscribed my name and affixed my
official seal at Akron, Ohio, this 12th day of February, 1992.
/s/ John M. Glenn
-----------------------------
Notary Public
My commission expires on:
No expiration date
